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BOEING CO Director's Dealing 2007

May 4, 2007

14815_dirs_2007-05-04_583630b7-15aa-4a32-85f6-0deb622fcd30.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2007-03-09

Reporting Person: Hill Shephard W (SVP, Business Dev. & Strategy)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-05-02 Common S 1492 $94.00 Disposed 9636.26 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-03-09 Deferred Compensation Units $ A 863.69 Acquired Common (863.69) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common 4125.11 Indirect
Common 7992.16 Indirect

Footnotes

F1: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F2: Phantom stock units were acquired under the company's deferred compensation plan at $89.615 per share pursuant to deferral of payment of a cash incentive bonus awarded to the reporting person on 3/9/07.

F3: Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.